ProSource Usage License Agreement
IMPORTANT: READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN ProSource ('ProSource' OR 'Prosource', 'WE', 'US' AND 'OUR'),
A COMPANY OWNED BY CLI Systems LLC ('CLI Systems'), AND YOU ('YOU','YOUR', 'LICENSEE') ACTING AS AN INDIVIDUAL OR, IF APPLICABLE, ON BEHALF OF THE INDIVIDUAL OR COMPANY.
BY CLICKING THE 'I Agree to Registration Terms' BOX AT REGISTRATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT
('AGREEMENT') AND, TO THE EXTENT THAT YOU ARE ACTING ON BEHALF OF A COMPANY, THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY. IF YOU DO NOT
AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE 'I Agree to Registration Terms' BOX AND DO NOT PURCHASE A SUBSCRIPTION TO THE LICENSED
SOFTWARE. YOU HAVE NOT BECOME A LICENSEE OF, AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SOFTWARE UNLESS YOU AGREE TO THIS AGREEMENT.
ANY USE OF THE LICENSED SOFTWARE, AND ANY RESALE OR FURTHER DISTRIBUTION OF THE LICENSED SOFTWARE, OTHER THAN AS EXPRESSLY AUTHORIZED BY THIS
AGREEMENT, CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND MAY VIOLATE APPLICABLE COPYRIGHT LAWS.
'Licensed Software' shall mean any and all computer programs and/or soure code produced, created, developed, or provided by ProSource, including, but not limited to source code, scripts,
components, modules, corresponding documentation, updates, upgrades, or modifications thereto.
'License Fee' means the ProSource membership fee, for which Licensed Software is licensed.
'ProSource Member' shall mean an entity who has registered for a ProSource subscription and been licensed to use the Licensed Software under the ProSource Usage License.
'Membership Tier' shall mean a set, or subset, of the Prosource library solutions, offered for a License Fee under the ProSource Usage License.
'Membership Term' shall mean the period of time of the ProSource Member's membership is paid and active related to a Membership Tier.
'End Customer' shall mean a third-party who is authorized by ProSource Member to use copy(s) of the Licensed Software solely for ordinary business use and not
for distribution or sale.
'Source' form shall mean the preferred form for making modifications, including software source code, documentation source, and configuration files.
'Software Solution' shall mean any collection of code, source code, scripts, libraries, or other software related items used to construct a solution,
in binary form or not, for one, or a family, of product or products.
'Lifetime' shall mean the entire length of existance, of the Prosource service.
Grant of License to ProSource Member
- In consideration of payment of the License Fee for a Membership Tier, ProSource hereby grants ProSource Member a non-exclusive, non-transferable, worldwide right to install, compile,
modify, implement, link, and use the Licensed Software for any purposes, private or commercial, during the Membership Term.
ProSource hereby grants ProSource Member a non-exclusive, non-transferable, worldwide right to share the Licensed Software with End Customer(s) as part of
singular software solution(s), during the ProSource Members' Membership Term.
ProSource hereby grants ProSource Member a non-exclusive, non-transferable, worldwide right to grant End Customer(s) to use Licensed Software integrated
in a Software Solution, for any purpose, forever.
ProSource Member Affirmative Rights
The ProSource Member may:
- Make an unlimited number of copies of the Licensed Software, modified or not, on their own or End Customer(s) computer systems
- Modify the functionality and features and make changes to the source code.
- Integrate, in whole or part, the Licensed Software in custom Software Solutions for personal or commercial use
- ProSource Members must retain any and all copyright notices contained within Licensed Software files in which modifications are less than 51% of the original
- Grant to End Customer(s) the right to use Licensed Software integrated within a Software Solution
ProSource Member Negative Covenants
ProSource Member shall not:
- Sell Licensed Software as a 'stand alone' product or library
- Use the Licensed Software for any purposes after the ProSource Members's Membership term
- Revoke any usage granted to End Customer(s) for Licensed Software
- Represent any business relationship outside of the ProSource Usage License between Licensee and ProSource
- Grant distribution or resale rights to Licensed Software to End Customer(s) or third-parties.
- Grant End Customer(s) to use Licensed Software for additional Software Solutions outside of the
original Software Solution delivered by ProSource Member
- Share the Licensed Software on any service publicly
ProSource and the Licened Software is provided as refrence only, and not intended to be implemented for any usage
without modification by ProSource Member. Unless expressly provided otherwise in a separate agreement between ProSource Member and ProSource, all information, documentation,
and Licensed Software from ProSource are provided 'as is', without warranty of any kind, either expressed or implied. You assume the entire risk for the results
and performance of the Licensed Software.
Technical support is available from ProSource through community discussion boards, comments, website feedback, and via email with
ProSource technical support managers. Support from ProSource is at ProSource's sole discression and ProSource Members are not granted any guarantees or
commitment to ProSource employees, or agents', time or support.
No Liability for Damages
In no event shall ProSource or anyone else involved in the creation, production, or delivery of the Licensed Software or documentation be liable for any damages
whatsoever, including without limitation any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever resulting from loss
of use, loss of data, loss of other materials, loss of profits, business or other work interruption, or any other pecuniary losses, whether or not advised
of the possibility of such damage, and based on any theory of liability, arising out of, or in connection with the use of or inability to use information,
software or other materials obtained from ProSource or from the performance or lack of performance of the Licensed Software.
No Liability for Errors or Obligation to Update
ProSource Member acknowleges that Licensed Software could include technical or other inaccuracies or typographical errors. ProSource will undertake reasonable
efforts to correct any reported error in accordance with any terms and conditions of the support provided. Updates shall only be incorporated in NEW VERSIONS
of the Licensed Software and at ProSource's sole discretion. ProSource may make improvements and/or changes in the Licensed Software and any other product(s)
or program(s) at any time. ProSource has no obligation to notify ProSource Members of any changes of the Licensed Software or any other products or programs.
Once a ProSource Membership is activated ProSource can not issue a refund. All sales are final and non-refundable. By completing
Your membership registration and payment for access to the Licensed Software, You agree that You are purchasing non-returnable, downloadable, digital, non-tangible goods and as such are not
entitled to a refund. Prior to ordering, please, make sure you have carefully read and understood this Agreement in its entirity.
Solutions provided for free ('Free Solutions') are source code solutions designed by ProSource and released under
Creative Commons Attribution 4.0 International (CC BY 4.0) license. The full license can be found at https://creativecommons.org/licenses/by/4.0/
Free Solutions' Creative Commons license can be revoked at any time, without notification, and reverted to the terms of the Prosource Usage Licence. All usage
of the Free Solution version licensed under the terms of the Creative Commons license retain the terms of that license even if subsequent versions are under the terms of
the Prosource Usage License.
The Prosource service is operated at the sole discretion of the administrators.
Term and Termination
This Agreement is effective immediately upon registering for a ProSource Membership. Proof of membership is based on ProSource's records, databases, billing provider logs, and server logs.
This Agreement shall commence on the membership Effective Date and continue in effect until terminated as provided herein.
A ProSource Membership shall be in effect until the end of the Membership Term. At that time the ProSource Member may choose to continue payment to retain
the membership through another billing term. Failure to make payment by the end of the membership term shall immediately terminate the ProSource Membership.
You may terminate this Agreement at any time for its convenience upon written notice to ProSource. In such event, your ProSource Membership will terminate and you
will not be able to use the Licensed Software anymore. No pro-rated refund will be issued for a membership terminated in this manner.
After termination, any usage rights granted to End Customer(s), in accoradance with this Agreement, remain in effect.
Without prejudice to any other rights, ProSource may suspend, revoke, or terminate this Agreement if ProSource Member fails to comply with any of its provisions.
In such event, the ProSource Membership will be terminated.
All provisions of this Agreement which by their nature shall survive termination, including, without limitation, scope of rights, warranty disclaimers,
indemnity and limitations of liability.
You agree that this Agreement shall be governed in all respects by the laws and courts of the United States of America and the State of Colorado.
The contracting parties agree that all disputes arising from and regarding the Agreement will be resolved by common efforts of the parties.
In case that the common consent can not be obtained, any claim or dispute You may have against ProSource or CLI Systems must be resolved by a court located
in Jefferson County of the State of Colorado, United States of America.
If any provision of this Agreement is held to be invalid or unenforceable, this Agreement shall be construed without such provision and the balance of
the Agreement will remain in full force and effect. The failure by a party to exercise any right herein shall not operate as a waiver of such party's
right to exercise such right or any other right in the future.
This License Agreement was last updated on November 19th 2021.